Rule 424(b)(3)
Registration Number 33-59689
OMNICARE, INC.
COMMON STOCK
This Prospectus covers the offering for resale of 403,185
shares (the "Shares") of Common Stock of Omnicare, Inc. ("Omnicare" or
the "Company") by Gary W. Kadlec (the "Selling Stockholder"), who
acquired the Shares in connection with the acquisition by Omnicare of
all of the outstanding stock of Specialized Pharmacy Services, Inc., a
Michigan corporation ("SPS"). Omnicare will not receive any proceeds
from the sale of the Shares covered by this Prospectus.
The Common Stock is listed on the New York Stock Exchange
under the symbol OCR.
The Shares covered by this Prospectus may be offered for
sale from time to time on the New York Stock Exchange or otherwise, at
prices then obtainable. The Company has agreed to indemnify the
Selling Stockholder against certain liabilities, including liabilities
under the Securities Act of 1933 (the "Act"). See "Plan of
Distribution".
Certain persons who sell the Shares covered by this
Prospectus, and any broker or dealer to or through whom any such
person shall sell such securities, may be deemed to be underwriters
within the meaning of the Act with respect to the sale of such
securities.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
___________________
The date of this Prospectus is August 23, 1995
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NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED
BY THE COMPANY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
OTHER THAN AS CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE
OFFERING DESCRIBED HEREIN. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER OR A SOLICITATION WITHIN ANY STATE TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
AVAILABLE INFORMATION
Omnicare is subject to the information requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). These reports, proxy statements and other information
may be inspected and copied at the public reference facilities
maintained by the Commission at its principal offices at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices located at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661, and 7 World Trade
Center, Suite 1300, New York, New York 10048. Copies of such materials
can also be obtained from the Public Reference Section of the
Commission at prescribed rates at the principal offices of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549. The Company's Common Stock is listed on the New York Stock
Exchange (Symbol: OCR), and reports and information concerning the
Company can be inspected at such exchange, 20 Broad Street, New York,
New York 10005.
The Company has filed with the Commission a Registration
Statement on Form S-3 under the Act with respect to the Common Stock
offered hereby (including all amendments and supplements thereto, the
"Registration Statement"). This Prospectus, which forms a part of the
Registration Statement, does not contain all the information set forth
in the Registration Statement, certain parts of which have been
omitted in accordance with the rules and regulations of the
Commission. Statements contained herein concerning the provisions of
such documents are not necessarily complete and, in each instance,
reference is made to the copy of such document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
The Registration Statement and the exhibits thereto can be inspected
and copied at the public reference facilities and regional offices
referred to above.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates in this Prospectus by
reference the following documents heretofore filed with the Commission
pursuant to the Exchange Act: (i) the Company's Annual Report on Form
10-K for the year ended December 31, 1994,; (ii) the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1995;
and (iii) the Company's Current Report on Form 8-K, filed August 23,
1995.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to termination of this offering shall be
deemed to be incorporated in this Prospectus by reference and to be a
part hereof from the respective dates of the filing of such documents.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any subsequently filed document which
also is, or is deemed to be, incorporated by reference herein,
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded,
to constitute part of this Prospectus.
The Company hereby undertakes to provide without charge to
each person to whom a copy of this Prospectus has been delivered, upon
the written or oral request of any such person, a copy of any and all
of the documents referred to above which have been or may be
incorporated in this Prospectus by reference, other than exhibits to
such documents which are not specifically incorporated by reference
into such documents. Requests for such copies should be directed to
Cheryl D. Hodges, Secretary, Omnicare, Inc., 2800 Chemed Center, 255
East Fifth Street, Cincinnati, Ohio 45202-4728, or telephone (513)
762-6666.
THE COMPANY
Omnicare is a leading independent provider of pharmacy
services to long-term care institutions such as nursing homes,
retirement centers and other institutional health care facilities. The
Company purchases, repackages and dispenses prescription and
non-prescription medication, and provides computerized medical
recordkeeping and third-party billing for patients in such facilities.
The Company
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also provides consultant pharmacist services, including monthly
patient drug therapy evaluations, monitoring the control, distribution
and administration of drugs within the nursing facility and assistance
in compliance with state and federal regulations. In addition, the
Company provides ancillary services, such as infusion therapy, and
distributes medical supplies to its client nursing homes. The Company,
including SPS, provides these services to approximately 186,400
residents in approximately 2,050 nursing homes and other long-term
care facilities in the States of Alabama, Idaho, Illinois, Indiana,
Kansas, Kentucky, Massachusetts, Michigan, Missouri, Montana, New
York, Ohio, Oklahoma, Oregon, Washington and West Virginia.
The Company's executive offices are located at 2800 Chemed
Center, 255 East Fifth Street, Cincinnati, Ohio 45202-4728, and its
telephone number is (513) 762-6666.
SELLING STOCKHOLDER
Gary W. Kadlec, the Selling Stockholder hereunder, acquired
403,185 shares of Common Stock in connection with Omnicare's
acquisition of SPS. All of such Shares may be sold by the Selling
Stockholder hereunder.
PLAN OF DISTRIBUTION
The Company is not aware of any plan of distribution with
respect to Selling Stockholder. Distribution of the Shares by the
Selling Stockholder may be effected from time to time in one or more
transactions (which may involve block transactions) (i) on the New
York Stock Exchange, (ii) in the over-the-counter market, (iii) in
transactions otherwise than on such exchange or in the
over-the-counter market or (iv) in a combination of any such
transactions. Such transactions may be effected by the Selling
Stockholder at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated prices or at
fixed prices. The Selling Stockholder may effect such transactions by
selling Shares to or through broker-dealers, and such broker-dealers
may receive compensation in the form of discounts or commissions from
the Selling Stockholder and may receive commissions from the
purchasers of Shares for whom they may act as agent. Pursuant to the
Acquistion Agreement dated May 15, 1995 between Omnicare and the
Selling Stockholder, Omnicare
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has agreed to indemnify the Selling Stockholder against certain civil
liabilities, including liabilities under the Securities Act.
DESCRIPTION OF COMMON STOCK
The Common Stock has no preemptive rights and no redemption,
sinking fund or conversion provisions. All shares of Common Stock have
one vote on any matter submitted to the vote of stockholders. The
Common stock does not have cumulative voting rights. Upon any
liquidation of the Company, the holders of Common Stock are entitled
to receive, on a pro rata basis, all assets then legally available for
distribution after payment of debts and liabilities and preferences on
preferred stock, if any. Holders of Common Stock are entitled to
receive dividends when and as declared by the Board of Directors out
of funds legally available therefor (subject to the prior rights of
preferred stock, if any). All shares of Common Stock are fully paid
and nonassessable. The Board of Directors, without further action by
the stockholders, is authorized to issue preferred stock in one or
more series and to designate as to any such series the dividend rate,
redemption prices, preferences on liquidation or dissolution sinking
fund terms, conversion rights, voting rights and any other preferences
or special rights and qualifications.
With certain exceptions, in the event another person owns
10% or more of the Company's stock entitled to vote, a majority of the
shares not so owned is required to authorize (1) any merger of the
Company with such person, (2) any sale, lease or other disposition of
all or substantially all of the Company's assets to such person, (3)
certain issuances and transfers of securities of the Company to such
person. Directors may be removed without cause only by the affirmative
vote of the holders of two-thirds of the Company's capital stock
entitled to vote on the election of directors. The Board of Directors
of the Company, when evaluating any offer of another person to make a
tender or exchange offer, merge or purchase or otherwise acquire all
or substantially all of the assets of the Company, shall, in
connection with the exercise of its judgment in determining what is in
the best interests of the Company and its stockholders, give due
consideration to all relevant factors, including the social and
economic effects on employees, customers, suppliers and other
constituents of Omnicare and on the communities in which Omnicare
operates or is located. The sections of the Company's Certificate of
Incorporation described in this paragraph may not be
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altered, amended or repealed without approval of two-thirds of the
outstanding shares of each class entitled to vote thereon as a class.
EXPERTS
The audited financial statements incorporated in this
Prospectus by reference to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 have been so incorporated
in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in
auditing and accounting.
LEGAL MATTERS
The validity of the issuance of the Shares offered hereby
has been passed upon for the Company by Thompson, Hine and Flory.
